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                                                              EXHIBIT 10.33


                          REGISTRATION RIGHTS AGREEMENT


     This Registration Rights Agreement (this "AGREEMENT") is made and 
entered into as of March 11, 1998, between Fix-Corp International, Inc. a 
Delaware corporation (the "COMPANY"), and JNC Strategic Fund Ltd., a 
corporation organized under the laws of the Cayman Islands (the "PURCHASER").

     This Agreement is made pursuant to the Convertible Debenture Purchase 
Agreement, dated as of the date hereof between the Company and the Purchaser 
(the "PURCHASE AGREEMENT").

     The Company and the Purchaser hereby agree as follows:

     1.  DEFINITIONS

         Capitalized terms used and not otherwise defined herein that are 
defined in the Purchase Agreement shall have the meanings given such terms in 
the Purchase Agreement.  As used in this Agreement, the following terms shall 
have the following meanings:

         "ADVICE" shall have meaning set forth in Section 3(o).

         "AFFILIATE" means, with respect to any Person, any other Person that 
directly or indirectly controls or is controlled by or under common control 
with such Person.  For the purposes of this definition, "CONTROL," when used 
with respect to any Person, means the possession, direct or indirect, of the 
power to direct or cause the direction of the management and policies of such 
Person, whether through the ownership of voting securities, by contract or 
otherwise; and the terms of "AFFILIATED," "CONTROLLING" and "CONTROLLED" have 
meanings correlative to the foregoing.

         "BUSINESS DAY" means any day except Saturday, Sunday and any day 
which shall be a legal holiday or a day on which banking institutions in the 
State of New York generally are authorized or required by law or other 
government actions to close.

         "CLOSING DATE" shall have the meaning set forth in the Purchase 
Agreement.

         "COMMISSION" means the Securities and Exchange Commission.

         "COMMON STOCK" means the Company's Common Stock, par value $.001 per 
share.

         "DEBENTURES" means the Company's 4% Convertible Debentures due 
March 11, 2001 issued to the Purchaser pursuant to the Purchase Agreement.

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         "EFFECTIVENESS DATE" means the 50th day following the Closing Date.

         "EFFECTIVENESS PERIOD" shall have the meaning set forth in 
Section 2(a).

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

         "FILING DATE" means the 20th day following the Closing Date.

         "HOLDER" or "HOLDERS" means the holder or holders, as the case may 
be, from time to time of Registrable Securities.

         "INDEMNIFIED PARTY" shall have the meaning set forth in Section 5(c).

         "INDEMNIFYING PARTY" shall have the meaning set forth in 
Section 5(c).

         "LOSSES" shall have the meaning set forth in Section 5(a).

         "NEW YORK COURTS" shall have the meaning set forth in Section 7(j).

         "PERSON" means a corporation, an association, a partnership, 
organization, government, a business, an individual, a political subdivision 
thereof or a governmental agency.

         "PURCHASE AGREEMENT" shall have the meaning set forth in the 
recitals to this Agreement.

         "PROCEEDING" means an action, claim, suit, investigation or 
proceeding (including, without limitation, an investigation or partial 
proceeding, such as a deposition), whether commenced or threatened.

         "PROSPECTUS" means the prospectus included in the Registration 
Statement (including, without limitation, a prospectus that includes any 
information previously omitted from a prospectus filed as part of an 
effective registration statement in reliance upon Rule 430A promulgated under 
the Securities Act), as amended or supplemented by any prospectus supplement, 
with respect to the terms of the offering of any portion of the Registrable 
Securities covered by the Registration Statement, and all other amendments 
and supplements to the Prospectus, including post-effective amendments, and 
all material incorporated by reference or deemed to be incorporated by 
reference in such Prospectus.

         "REGISTRABLE SECURITIES" means the shares of Common Stock issuable 
upon (a) conversion in full of the Debentures, (b) exercise in full of the 
Warrant and (c) payment of interest in respect of the Debentures; PROVIDED, 
HOWEVER that in order to account for the fact that the number of shares of 
Common Stock that are issuable upon conversion of Debentures is determined in 
part upon the market price of the Common Stock at the time of conversion, 
Registrable Securities contemplated by clause (a) of this definition shall be 
deemed to include not less than 200% of the number of shares of Common Stock 
into which the Debentures are 

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convertible, assuming such conversion occurred on the Closing Date or the 
Filing Date (whichever date yields a lower Conversion Price, as such term is 
defined in the Debentures).  The initial Registration Statement shall cover 
at least such number of shares of Common Stock as equals the sum of (x) 200% 
of the number of shares of Common Stock into which the Debentures are 
convertible, assuming such conversion occurred on the Closing Date or the 
Filing Date (whichever date yields a lower Conversion Price), (y) interest 
thereon and (z) 126,268 shares of Common Stock in respect of the Warrant.  
The Company shall be required to file additional Registration Statements to 
the extent the actual number of shares of Common Stock into which Debentures 
are convertible (together with interest thereon) and the Warrant are 
exercisable exceeds the number of shares of Common Stock initially registered 
in accordance with the immediately prior sentence (the Company shall have 10 
Business Days to file such additional Registration Statement after notice of 
the requirement thereof, which the Holders may give at such time when the 
number of shares of Common Stock as are issuable upon conversion of 
Debentures exceeds 185% of the number of shares of Common Stock into which 
Debentures are convertible, assuming such conversion occurred on the Closing 
Date or the Filing Date (whichever yields a lower Conversion Price.)

         "REGISTRATION STATEMENT" means the registration statement, as 
amended, pursuant to Section 2(a) (covering such number of Registrable 
Securities and any additional Registration Statements contemplated in the 
definition of Registrable Securities), including (in each case) the 
Prospectus, amendments and supplements to such registration statement or 
Prospectus, including pre-and post-effective amendments, all exhibits 
thereto, and all material incorporated by reference or deemed to be 
incorporated by reference in such registration statement, PROVIDED, HOWEVER, 
that in the event the Initial Registration Statement (as defined in Section 
2(a)) has been declared effective by the Commission on or prior to the Filing 
Date, the term "Registration Statement" shall mean the registration statement 
contemplated by Section 2(a) (covering such number of Registrable Securities 
and any additional Registration Statements contemplated in the definition of 
Registrable Securities), including (in each case) the Prospectus, amendments 
and supplements to such registration statement or Prospectus, including pre- 
and post-effective amendments, all exhibits thereto, and all material 
incorporated by reference or deemed to be incorporated by reference in such 
registration statement.

         "RULE 158" means Rule 158 promulgated by the Commission pursuant to 
the Securities Act, as such Rule may be amended from time to time, or any 
similar rule or regulation hereafter adopted by the Commission having 
substantially the same effect as such Rule.

         "RULE 415" means Rule 415 promulgated by the Commission pursuant to 
the Securities Act, as such Rule may be amended from time to time, or any 
similar rule or regulation hereafter adopted by the Commission having 
substantially the same effect as such Rule.

         "SECURITIES ACT" means the Securities Act of 1933, as amended.

         "SPECIAL COUNSEL" means one law firm acting as counsel to the 
Holders, for which the Holders will be reimbursed by the Company pursuant to 
Section 4.

         "UNDERWRITTEN REGISTRATION OR UNDERWRITTEN OFFERING" means a 
registration in

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connection with which securities of the Company are sold to an underwriter 
for reoffering to the public pursuant to an effective registration statement.

         "WARRANT" means the Common Stock purchase warrant issued to the 
Purchaser pursuant to the Purchase Agreement on the Closing Date.

     2.  AMENDMENT TO SHELF REGISTRATION/NEW REGISTRATION STATEMENT

         (a)  On or prior to the Filing Date, the Company shall prepare and 
file with the Commission a pre-effective amendment to the Company's SB-2 
Registration Statement filed with the Commission on January 20, 1998 (the 
"INITIAL REGISTRATION STATEMENT"), in order to provide for the resale of the 
Registrable Securities, PROVIDED, HOWEVER, that in the event the Initial 
Registration Statement has been declared effective by the Commission on or 
prior to the Filing Date, the Company shall prepare and file with the 
Commission a Registration Statement in order to provide for the resale of the 
Registrable Securities.  The Company shall use its best efforts to cause the 
Registration Statement (as amended) to be declared effective under the 
Securities Act as promptly as possible after the filing thereof, but in any 
event prior to the Effectiveness Date, and shall use its best efforts to keep 
such Registration Statement continuously effective under the Securities Act 
until the date which is three years after the date that such Registration 
Statement is declared effective by the Commission or such earlier date when 
all Registrable Securities covered by such Registration Statement have been 
sold or may be sold without volume restrictions pursuant to Rule 144(k) 
promulgated under the Securities Act, as determined by the counsel to the 
Company pursuant to a written opinion letter to such effect, addressed and 
acceptable to the Company's transfer agent (the "EFFECTIVENESS PERIOD"); 
PROVIDED, HOWEVER, that the Company shall not be deemed to have used its best 
efforts to keep the Registration Statement effective during the Effectiveness 
Period if it voluntarily takes any action that would result in the Holders 
not being able to sell the Registrable Securities covered by such 
Registration Statement during the Effectiveness Period, unless such action is 
required under applicable law or the Company has filed a post-effective 
amendment to the Registration Statement and the Commission has not declared 
it effective.

         (b)  If the Holders of a majority of the Registrable Securities so 
elect, an offering of Registrable Securities pursuant to the Registration 
Statement may be effected in the form of an Underwritten Offering.  In such 
event, and if the managing underwriters advise the Company and such Holders 
in writing that in their opinion the amount of Registrable Securities 
proposed to be sold in such Underwritten Offering exceeds the amount of 
Registrable Securities which can be sold in such Underwritten Offering, there 
shall be included in such Underwritten Offering the amount of such 
Registrable Securities which in the opinion of such managing underwriters can 
be sold, and such amount shall be allocated PRO RATA among the Holders 
proposing to sell Registrable Securities in such Underwritten Offering.

         (c)  If any of the Registrable Securities are to be sold in an 
Underwritten Offering, the investment banker in interest that will administer 
the offering will be selected by the Holders of a majority of the Registrable 
Securities included in such offering upon consultation with the Company.  No 
Holder may participate in any Underwritten Offering hereunder unless such 
Person (i) agrees to sell its Registrable Securities on the basis provided in 
any underwriting

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agreements approved by the Persons entitled hereunder to approve such 
arrangements and (ii) completes and executes all questionnaires, powers of 
attorney, indemnities, underwriting agreements and other documents required 
under the terms of such arrangements.

     3.  REGISTRATION PROCEDURES

         In connection with the Company's registration obligations hereunder, 
the Company shall:

         (a)  Prepare and file with the Commission on or prior to the Filing 
Date, an amendment to the Registration Statement (and any additional 
Registration Statements as may be required) in accordance with Section 2(a), 
and cause the Registration Statement (as amended) to become effective and 
remain effective as provided herein; PROVIDED, HOWEVER, that not less than 
five (5) Business Days prior to the filing of the Registration Statement or 
any related Prospectus or any amendment or supplement thereto (including any 
document that would be incorporated or deemed to be incorporated therein by 
reference), the Company shall (i) furnish to the Holders, their Special 
Counsel and any managing underwriters, copies of all such documents proposed 
to be filed, which documents (other than those incorporated or deemed to be 
incorporated by reference) will be subject to the review of such Holders, 
their Special Counsel and such managing underwriters, and (ii) cause its 
officers and directors, counsel and independent certified public accountants 
to respond to such inquiries as shall be necessary, in the opinion of 
respective counsel to such Holders and such underwriters, to conduct a 
reasonable investigation within the meaning of the Securities Act.  The 
Company shall not file the Registration Statement or any such Prospectus or 
any amendments or supplements thereto to which the Holders of a majority of 
the Registrable Securities, their Special Counsel, or any managing 
underwriters, shall reasonably object on a timely basis.

         (b)  (i)  Prepare and file with the Commission such additional 
amendments, including post-effective amendments, to the Registration 
Statement as may be necessary to keep the Registration Statement continuously 
effective as to the applicable Registrable Securities for the Effectiveness 
Period and prepare and file with the Commission such additional Registration 
Statements in order to register for resale under the Securities Act all of 
the Registrable Securities; (ii) cause the related Prospectus to be amended 
or supplemented by any required Prospectus supplement, and as so supplemented 
or amended to be filed pursuant to Rule 424 (or any similar provisions then 
in force) promulgated under the Securities Act; (iii) respond as promptly as 
practicable to any comments received from the Commission with respect to the 
Registration Statement or any amendment thereto and promptly provide the 
Holders true and complete copies of all correspondence from and to the 
Commission relating to the Registration Statement; and (iv) comply with the 
provisions of the Securities Act and the Exchange Act with respect to the 
disposition of all Registrable Securities covered by the Registration 
Statement during the applicable period in accordance with the intended 
methods of disposition by the Holders thereof set forth in the Registration 
Statement as so amended or in such Prospectus as so supplemented.

         (c)  Notify the Holders of Registrable Securities to be sold, their 
Special Counsel and any managing underwriters immediately (and, in the case 
of (i)(A) below, not less than five (5) days prior to such filing) and (if 
requested by any such Person) confirm such notice

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in writing no later than one (1) Business Day following the day (i)(A) when a 
Prospectus or any Prospectus supplement or post-effective amendment to the 
Registration Statement is proposed to be filed; (B) when the Commission 
notifies the Company whether there will be a "review" of such Registration 
Statement and whenever the Commission comments in writing on such 
Registration Statement (the Company shall provide true and complete copies 
thereof and all written responses thereto to each of the Holders) and (C) 
with respect to the Registration Statement or any post-effective amendment, 
when the same has become effective; (ii) of any request by the Commission or 
any other Federal or state governmental authority for amendments or 
supplements to the Registration Statement or Prospectus or for additional 
information; (iii) of the issuance by the Commission of any stop order 
suspending the effectiveness of the Registration Statement covering any or 
all of the Registrable Securities or the initiation of any Proceedings for 
that purpose; (iv) if at any time any of the representations and warranties 
of the Company contained in any agreement (including any underwriting 
agreement) contemplated hereby ceases to be true and correct in all material 
respects; (v) of the receipt by the Company of any notification with respect 
to the suspension of the qualification or exemption from qualification of any 
of the Registrable Securities for sale in any jurisdiction, or the initiation 
or threatening of any Proceeding for such purpose; and (vi) of the occurrence 
of any event that makes any statement made in the Registration Statement or 
Prospectus or any document incorporated or deemed to be incorporated therein 
by reference untrue in any material respect or that requires any revisions to 
the Registration Statement, Prospectus or other documents so that, in the 
case of the Registration Statement or the Prospectus, as the case may be, it 
will not contain any untrue statement of a material fact or omit to state any 
material fact required to be stated therein or necessary to make the 
statements therein, in light of the circumstances under which they were made, 
not misleading.

         (d)  Use its best efforts to avoid the issuance of, or, if issued, 
obtain the withdrawal of (i) any order suspending the effectiveness of the 
Registration Statement or (ii) any suspension of the qualification (or 
exemption from qualification) of any of the Registrable Securities for sale 
in any jurisdiction, at the earliest practicable moment.

         (e)  If requested by any managing underwriter or the Holders of a 
majority in interest of the Registrable Securities to be sold in connection 
with an Underwritten Offering, (i) promptly incorporate in a Prospectus 
supplement or post-effective amendment to the Registration Statement such 
information as such managing underwriters and such Holders reasonably agree 
should be included therein and (ii) make all required filings of such 
Prospectus supplement or such post-effective amendment as soon as practicable 
after the Company has received notification of the matters to be incorporated 
in such Prospectus supplement or post-effective amendment; PROVIDED, HOWEVER, 
that the Company shall not be required to take any action pursuant to this 
Section 3(e) that would, in the opinion of counsel for the Company, violate 
applicable law or be materially detrimental to the business prospects of the 
Company.

         (f)  Furnish to each Holder, their Special Counsel and any managing 
underwriters, without charge, at least one conformed copy of each 
Registration Statement and each amendment thereto, including financial 
statements and schedules, all documents incorporated or deemed to be 
incorporated therein by reference, and all exhibits to the extent reasonably 
requested by such Person (including those previously furnished or 
incorporated by reference) promptly after the filing of such documents with 
the Commission.

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         (g)  Promptly deliver to each Holder, their Special Counsel, and any 
underwriters, without charge, as many copies of the Prospectus or 
Prospectuses (including each form of prospectus) and each amendment or 
supplement thereto as such Persons may reasonably request; and the Company 
hereby consents to the use of such Prospectus and each amendment or 
supplement thereto by each of the selling Holders and any underwriters in 
connection with the offering and sale of the Registrable Securities covered 
by such Prospectus and any amendment or supplement thereto.

         (h)  Prior to any public offering of Registrable Securities, use its 
best efforts to register or qualify or cooperate with the selling Holders, 
any underwriters and their Special Counsel in connection with the 
registration or qualification (or exemption from such registration or 
qualification) of such Registrable Securities for offer and sale under the 
securities or Blue Sky laws of such jurisdictions as any Holder or 
underwriter requests in writing, to keep each such registration or 
qualification (or exemption therefrom) effective during the Effectiveness 
Period and to do any and all other acts or things necessary or advisable to 
enable the disposition in such jurisdictions of the Registrable Securities 
covered by a Registration Statement; PROVIDED, HOWEVER, that the Company 
shall not be required to qualify generally to do business in any jurisdiction 
where it is not then so qualified or to take any action that would subject it 
to general service of process in any such jurisdiction where it is not then 
so subject or subject the Company to any material tax in any such 
jurisdiction where it is not then so subject.

         (i)  Cooperate with the Holders and any managing underwriters to 
facilitate the timely preparation and delivery of certificates representing 
Registrable Securities to be sold pursuant to a Registration Statement, which 
certificates shall be free of all restrictive legends, and to enable such 
Registrable Securities to be in such denominations and registered in such 
names as any such managing underwriters or Holders may request at least three 
Business Days prior to any sale of Registrable Securities.

         (j)  Upon the occurrence of any event contemplated by Section 
3(c)(vi), as promptly as practicable, prepare a supplement or amendment, 
including a post-effective amendment, to the Registration Statement or a 
supplement to the related Prospectus or any document incorporated or deemed 
to be incorporated therein by reference, and file any other required document 
so that, as thereafter delivered, neither the Registration Statement nor such 
Prospectus will contain an untrue statement of a material fact or omit to 
state a material fact required to be stated therein or necessary to make the 
statements therein, in light of the circumstances under which they were made, 
not misleading.

         (k)  Use its best efforts to cause all Registrable Securities 
relating to such Registration Statement to be listed on the OTC Bulletin 
Board and any other securities exchange, quotation system, market or 
over-the-counter bulletin board, if any, on which similar securities issued 
by the Company are then listed as and when required pursuant to the Purchase 
Agreement.

         (l)  In the case of an Underwritten Offering, enter into such 
agreements (including an underwriting agreement in form, scope and substance 
as is customary in Underwritten Offerings) and take all such other actions in 
connection therewith (including those

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reasonably requested by any managing underwriters and the Holders of a 
majority of the Registrable Securities being sold) in order to expedite or 
facilitate the disposition of such Registrable Securities, and whether or not 
an underwriting agreement is entered into, (i) make such representations and 
warranties to such Holders and such underwriters as are customarily made by 
issuers to underwriters in underwritten public offerings, and confirm the 
same if and when requested; (ii) obtain and deliver copies thereof to each 
Holder and the managing underwriters, if any, of opinions of counsel to the 
Company and updates thereof addressed to each selling Holder and each such 
underwriter, in form, scope and substance reasonably satisfactory to any such 
managing underwriters and Special Counsel to the selling Holders covering the 
matters customarily covered in opinions requested in Underwritten Offerings 
and such other matters as may be reasonably requested by such Special Counsel 
and underwriters; (iii) immediately prior to the effectiveness of the 
Registration Statement or at the time of delivery of any Registrable 
Securities sold pursuant thereto (at the option of the underwriters), obtain 
and deliver copies to the Holders and the managing underwriters, if any, of 
"cold comfort" letters and updates thereof from the independent certified 
public accountants of the Company (and, if necessary, any other independent 
certified public accountants of any subsidiary of the Company or of any 
business acquired by the Company for which financial statements and financial 
data is, or is required to be, included in the Registration Statement), 
addressed to each Person and in such form and substance as are customary in 
connection with Underwritten Offerings; (iv) if an underwriting agreement is 
entered into, the same shall contain indemnification provisions and 
procedures no less favorable to the selling Holders and the underwriters, if 
any, than those set forth in Section 7 (or such other provisions and 
procedures acceptable to the managing underwriters, if any, and holders of a 
majority of Registrable Securities participating in such Underwritten 
Offering; and (v) deliver such documents and certificates as may be 
reasonably requested by the Holders of a majority of the Registrable 
Securities being sold, their Special Counsel and any managing underwriters to 
evidence the continued validity of the representations and warranties made 
pursuant to clause 3(l)(i) above and to evidence compliance with any 
customary conditions contained in the underwriting agreement or other 
agreement entered into by the Company.

         (m)  Make available for inspection by the selling Holders, a 
representative of such Holders, an underwriter participating in any 
disposition of Registrable Securities, and an attorney or accountant retained 
by such selling Holders or underwriters, at the offices where normally kept, 
during reasonable business hours, all financial and other records, pertinent 
corporate documents and properties of the Company and its subsidiaries, and 
cause the officers, directors, agents and employees of the Company and its 
subsidiaries to supply all information in each case requested by any such 
Holder, representative, underwriter, attorney or accountant in connection 
with the Registration Statement; PROVIDED, HOWEVER, that any information that 
is determined in good faith by the Company in writing to be of a confidential 
nature at the time of delivery of such information shall be kept confidential 
by such Persons, unless (i) disclosure of such information is required by 
court or administrative order or is necessary to respond to inquiries of 
regulatory authorities; (ii) disclosure of such information, in the opinion 
of counsel to such Person, is required by law; (iii) such information becomes 
generally available to the public other than as a result of a disclosure or 
failure to safeguard by such Person; or (iv) such information becomes 
available to such Person from a source other than the Company and such source 
is not known by such Person to be bound by a confidentiality agreement with 

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the Company.

         (n)  Comply with all applicable rules and regulations of the 
Commission and make generally available to its security holders earning 
statements satisfying the provisions of Section 11(a) of the Securities Act 
and Rule 158 not later than 45 days after the end of any 12-month period (or 
90 days after the end of any 12-month period if such period is a fiscal year) 
(i) commencing at the end of any fiscal quarter in which Registrable 
Securities are sold to underwriters in a firm commitment or best efforts 
Underwritten Offering and (ii) if not sold to underwriters in such an 
offering, commencing on the first day of the first fiscal quarter of the 
Company after the effective date of the Registration Statement, which 
statement shall cover said 12-month period, or end shorter periods as is 
consistent with the requirements of Rule 158.

         (o)  The Company may require each selling Holder to furnish to the 
Company such information regarding the distribution of such Registrable 
Securities and the beneficial ownership of Common Stock held by such selling 
Holder as is required by law to be disclosed in the Registration Statement 
and the Company may exclude from such registration the Registrable Securities 
of any such Holder who unreasonably fails to furnish such information within 
a reasonable time after receiving such request.

         If the Registration Statement refers to any Holder by name or 
otherwise as the holder of any securities of the Company, then such Holder 
shall have the right to require (if such reference to such Holder by name or 
otherwise is not required by the Securities Act or any similar Federal 
statute then in force) the deletion of the reference to such Holder in any 
amendment or supplement to the Registration Statement filed or prepared 
subsequent to the time that such reference ceases to be required.

         Each Holder agrees by its acquisition of such Registrable Securities 
that (i) it will not offer or sell any Registrable Securities under the 
Registration Statement until it has received copies of the Prospectus as then 
amended or supplemented as contemplated in Section 3(g) and notice from the 
Company that such Registration Statement and any post-effective amendments 
thereto have become effective as contemplated by Section 3(c) and (ii) it 
will comply with the prospectus delivery requirements of the Securities Act 
as applicable to it in connection with sales of Registrable Securities 
pursuant to the Registration Statement.

         Each Holder agrees by its acquisition of such Registrable Securities 
that, upon receipt of a notice from the Company of the occurrence of any 
event of the kind described in Section 3(c)(ii), 3(c)(iii), 3(c)(iv), 3(c)(v) 
or 3(c)(vi), such Holder will forthwith discontinue disposition of such 
Registrable Securities until such Holder's receipt of the copies of the 
supplemented Prospectus and/or amended Registration Statement contemplated by 
Section 3(j), or until it is advised in writing (the "ADVICE") by the Company 
that the use of the applicable Prospectus may be resumed, and, in either 
case, has received copies of any additional or supplemental filings that are 
incorporated or deemed to be incorporated by reference in such Prospectus or 
Registration Statement.

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     4.  REGISTRATION EXPENSES

         (a)  All fees and expenses incident to the performance of or 
compliance with this Agreement by the Company shall, except as and to the 
extent specified in Section 4(b), be borne by the Company whether or not 
pursuant to an Underwritten Offering and whether or not the Registration 
Statement is filed or becomes effective and whether or not any Registrable 
Securities are sold pursuant to the Registration Statement.  The fees and 
expenses referred to in the foregoing sentence shall include, without 
limitation, (i) all registration and filing fees (including, without 
limitation, fees and expenses (A) with respect to filings required to be made 
with the OTC Bulletin Board and each other securities exchange or market on 
which Registrable Securities are required hereunder to be listed and (B) in 
compliance with state securities or Blue Sky laws (including, without 
limitation, fees and disbursements of counsel for the underwriters or Holders 
in connection with Blue Sky qualifications of the Registrable Securities and 
determination of the eligibility of the Registrable Securities for investment 
under the laws of such jurisdictions as the managing underwriters, if any, or 
the Holders of a majority of Registrable Securities may designate)), (ii) 
printing expenses (including, without limitation, expenses of printing 
certificates for Registrable Securities and of printing prospectuses if the 
printing of prospectuses is requested by the managing underwriters, if any, 
or by the holders of a majority of the Registrable Securities included in the 
Registration Statement), (iii) messenger, telephone and delivery expenses, 
(iv) fees and disbursements of counsel for the Company and Special Counsel 
for the Holders, in the case of the Special Counsel, to a maximum amount of 
$5,000, (v) Securities Act liability insurance, if the Company so desires 
such insurance, and (vi) fees and expenses of all other Persons retained by 
the Company in connection with the consummation of the transactions 
contemplated by this Agreement.  In addition, the Company shall be 
responsible for all of its internal expenses incurred in connection with the 
consummation of the transactions contemplated by this Agreement (including, 
without limitation, all salaries and expenses of its officers and employees 
performing legal or accounting duties), the expense of any annual audit, the 
fees and expenses incurred in connection with the listing of the Registrable 
Securities on any securities exchange as required hereunder.

         (b)  If the Holders require an Underwritten Offering pursuant to the 
terms hereof, the Company shall be responsible for all costs, fees and 
expenses in connection therewith, except for the fees and disbursements of 
the Underwriters (including any underwriting commissions and discounts) and 
their legal counsel and accountants.  By way of illustration which is not 
intended to diminish from the provisions of Section 4(a), the Holders shall 
not be responsible for, and the Company shall be required to pay the fees or 
disbursements incurred by the Company (including by its legal counsel and 
accountants) in connection with, the preparation and filing of a Registration 
Statement and related Prospectus for such offering, the maintenance of such 
Registration Statement in accordance with the terms hereof, the listing of 
the Registrable Securities in accordance with the requirements hereof, and 
printing expenses incurred to comply with the requirements hereof.

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     5.  INDEMNIFICATION

         (a)  INDEMNIFICATION BY THE COMPANY.  The Company shall, 
notwithstanding any termination of this Agreement, indemnify and hold 
harmless each Holder, the officers, directors, agents (including any 
underwriters retained by such Holder in connection with the offer and sale of 
Registrable Securities), brokers (including brokers who offer and sell 
Registrable Securities as principal as a result of a pledge or any failure to 
perform under a margin call of Common Stock), investment advisors and 
employees of each of them, each Person who controls any such Holder (within 
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange 
Act) and the officers, directors, agents and employees of each such 
controlling Person, to the fullest extent permitted by applicable law, from 
and against any and all losses, claims, damages, liabilities, costs 
(including, without limitation, costs of preparation and attorneys' fees) and 
expenses (collectively, "LOSSES"), as incurred, arising out of or relating to 
any untrue or alleged untrue statement of a material fact contained in the 
Registration Statement, any Prospectus or any form of prospectus or in any 
amendment or supplement thereto or in any preliminary prospectus, or arising 
out of or relating to any omission or alleged omission of a material fact 
required to be stated therein or necessary to make the statements therein (in 
the case of any Prospectus or form of prospectus or supplement thereto, in 
light of the circumstances under which they were made) not misleading, except 
to the extent, but only to the extent, that such untrue statements or 
omissions are based solely upon information regarding such Holder furnished 
in writing to the Company by or on behalf of such Holder expressly for use 
therein, or to the extent that such information relates to such Holder or 
such Holder's proposed method of distribution of Registrable Securities and 
was reviewed and expressly approved in writing by such Holder expressly for 
use in the Registration Statement, such Prospectus or such form of Prospectus 
or in any amendment or supplement thereto.  The Company shall notify the 
Holders promptly of the institution, threat or assertion of any Proceeding of 
which the Company is aware in connection with the transactions contemplated 
by this Agreement.

         (b)  INDEMNIFICATION BY HOLDERS.  Each Holder shall, severally and 
not jointly, indemnify and hold harmless the Company, its directors, 
officers, agents and employees, each Person who controls the Company (within 
the meaning of Section 15 of the Securities Act and Section 20 of the 
Exchange Act), and the directors, officers, agents or employees of such 
controlling Persons, to the fullest extent permitted by applicable law, from 
and against all Losses (as determined by a court of competent jurisdiction in 
a final judgment not subject to appeal or review) arising solely out of or 
based solely upon any untrue statement of a material fact contained in the 
Registration Statement, any Prospectus, or any form of prospectus, or arising 
solely out of or based solely upon any omission of a material fact required 
to be stated therein or necessary to make the statements therein not 
misleading to the extent, but only to the extent, that such untrue statement 
or omission is contained in any information so furnished in writing by such 
Holder to the Company specifically for inclusion in the Registration 
Statement or such Prospectus or to the extent that such information relates 
to such Holder or such Holder's proposed method of distribution of 
Registrable Securities and was reviewed and expressly approved in writing by 
such Holder expressly for use in the Registration Statement, such Prospectus 
or such form of Prospectus.  In no event shall the liability of any selling 
Holder hereunder be greater in amount than the dollar amount of the net 
proceeds received by such Holder upon the sale of the Registrable Securities 
giving rise to such indemnification obligation.

                                       11
<PAGE>

         (c)  CONDUCT OF INDEMNIFICATION PROCEEDINGS. If any Proceeding shall 
be brought or asserted against any Person entitled to indemnity hereunder (an 
"INDEMNIFIED PARTY"), such Indemnified Party promptly shall notify the Person 
from whom indemnity is sought (the "INDEMNIFYING PARTY") in writing, and the 
Indemnifying Party shall assume the defense thereof, including the employment 
of counsel reasonably satisfactory to the Indemnified Party and the payment 
of all fees and expenses incurred in connection with defense thereof; 
provided, that the failure of any Indemnified Party to give such notice shall 
not relieve the Indemnifying Party of its obligations or liabilities pursuant 
to this Agreement, except (and only) to the extent that it shall be finally 
determined by a court of competent jurisdiction (which determination is not 
subject to appeal or further review) that such failure shall have proximately 
and materially adversely prejudiced the Indemnifying Party.

         An Indemnified Party shall have the right to employ separate counsel 
in any such Proceeding and to participate in the defense thereof, but the 
fees and expenses of such counsel shall be at the expense of such Indemnified 
Party or Parties unless:  (1) the Indemnifying Party has agreed in writing to 
pay such fees and expenses; or (2) the Indemnifying Party shall have failed 
promptly to assume the defense of such Proceeding and to employ counsel 
reasonably satisfactory to such Indemnified Party in any such Proceeding; or 
(3) the named parties to any such Proceeding (including any impleaded 
parties) include both such Indemnified Party and the Indemnifying Party, and 
such Indemnified Party shall have been advised by counsel that a conflict of 
interest is likely to exist if the same counsel were to represent such 
Indemnified Party and the Indemnifying Party (in which case, if such 
Indemnified Party notifies the Indemnifying Party in writing that it elects 
to employ separate counsel at the expense of the Indemnifying Party, the 
Indemnifying Party shall not have the right to assume the defense thereof and 
such counsel shall be at the expense of the Indemnifying Party).  The 
Indemnifying Party shall not be liable for any settlement of any such 
Proceeding effected without its written consent, which consent shall not be 
unreasonably withheld.  No Indemnifying Party shall, without the prior 
written consent of the Indemnified Party, effect any settlement of any 
pending Proceeding in respect of which any Indemnified Party is a party, 
unless such settlement includes an unconditional release of such Indemnified 
Party from all liability on claims that are the subject matter of such 
Proceeding.

         All fees and expenses of the Indemnified Party (including reasonable 
fees and expenses to the extent incurred in connection with investigating or 
preparing to defend such Proceeding in a manner not inconsistent with this 
Section) shall be paid to the Indemnified Party, as incurred, within 10 
Business Days of written notice thereof to the Indemnifying Party (regardless 
of whether it is ultimately determined that an Indemnified Party is not 
entitled to indemnification hereunder; PROVIDED, that the Indemnifying Party 
may require such Indemnified Party to undertake to reimburse all such fees 
and expenses to the extent it is finally judicially determined that such 
Indemnified Party is not entitled to indemnification hereunder).

         (d)  CONTRIBUTION.  If a claim for indemnification under Section 
5(a) or 5(b) is unavailable to an Indemnified Party because of a failure or 
refusal of a governmental authority to enforce such indemnification in 
accordance with its terms (by reason of public policy or otherwise), then 
each Indemnifying Party, in lieu of indemnifying such Indemnified Party, 
shall 

                                       12
<PAGE>

contribute to the amount paid or payable by such Indemnified Party as a 
result of such Losses, in such proportion as is appropriate to reflect the 
relative fault of the Indemnifying Party and Indemnified Party in connection 
with the actions, statements or omissions that resulted in such Losses as 
well as any other relevant equitable considerations.  The relative fault of 
such Indemnifying Party and Indemnified Party shall be determined by 
reference to, among other things, whether any action in question, including 
any untrue or alleged untrue statement of a material fact or omission or 
alleged omission of a material fact, has been taken or made by, or relates to 
information supplied by, such Indemnifying Party or Indemnified Party, and 
the parties' relative intent, knowledge, access to information and 
opportunity to correct or prevent such action, statement or omission.  The 
amount paid or payable by a party as a result of any Losses shall be deemed 
to include, subject to the limitations set forth in Section 5(c), any 
reasonable attorneys' or other reasonable fees or expenses incurred by such 
party in connection with any Proceeding to the extent such party would have 
been indemnified for such fees or expenses if the indemnification provided 
for in this Section was available to such party in accordance with its terms.

         The parties hereto agree that it would not be just and equitable if 
contribution pursuant to this Section 5(d) were determined by PRO RATA 
allocation or by any other method of allocation that does not take into 
account the equitable considerations referred to in the immediately preceding 
paragraph.  Notwithstanding the provisions of this Section 5(d), the 
Purchaser shall not be required to contribute, in the aggregate, any amount 
in excess of the amount by which the proceeds actually received by the 
Purchaser from the sale of the Registrable Securities subject to the 
Proceeding exceeds the amount of any damages that the Purchaser have 
otherwise been required to pay by reason of such untrue or alleged untrue 
statement or omission or alleged omission.  No Person guilty of fraudulent 
misrepresentation (within the meaning of Section 11(f) of the Securities Act) 
shall be entitled to contribution from any Person who was not guilty of such 
fraudulent misrepresentation.

         The indemnity and contribution agreements contained in this Section 
are in addition to any liability that the Indemnifying Parties may have to 
the Indemnified Parties.

     6.  MISCELLANEOUS

         (a)  REMEDIES.  In the event of a breach by the Company or by a 
Holder, of any of their obligations under this Agreement, each Holder or the 
Company, as the case may be, in addition to being entitled to exercise all 
rights granted by law and under this Agreement, including recovery of 
damages, will be entitled to specific performance of its rights under this 
Agreement.  The Company and each Holder agree that monetary damages would not 
provide adequate compensation for any losses incurred by reason of a breach 
by it of any of the provisions of this Agreement and hereby further agrees 
that, in the event of any action for specific performance in respect of such 
breach, it shall waive the defense that a remedy at law would be adequate.

         (b)  NO INCONSISTENT AGREEMENTS.  Except as and to the extent 
specifically set forth in SCHEDULE 6(b) attached hereto, neither the Company 
nor any of its subsidiaries has, as of the date hereof, nor shall the Company 
or any of its subsidiaries, on or after the date of this 

                                       13
<PAGE>

Agreement, enter into any agreement with respect to its securities that is 
inconsistent with the rights granted to the Holders in this Agreement or 
otherwise conflicts with the provisions hereof.  Except as and to the extent 
specifically set forth in SCHEDULE 6(b) attached hereto, neither the Company 
nor any of its subsidiaries has previously entered into any agreement 
granting any registration rights with respect to any of its securities to any 
Person.  Without limiting the generality of the foregoing, without the 
written consent of the Holders of a majority of the then outstanding 
Registrable Securities, the Company shall not grant to any Person the right 
to request the Company to register any securities of the Company under the 
Securities Act unless the rights so granted are subject in all respects to 
the prior rights in full of the Holders set forth herein, and are not 
otherwise in conflict or inconsistent with the provisions of this Agreement.

         (c)  NO PIGGYBACK ON REGISTRATIONS.  Except as and to the extent 
specifically set forth in Schedule 6(b) attached hereto, neither the Company 
nor any of its security holders (other than the Holders in such capacity 
pursuant hereto) may include securities of the Company in the Registration 
Statement other than the Registrable Securities, and the Company shall not 
enter into any agreement providing any such right to any of its 
securityholders.

         (d)  PIGGY-BACK REGISTRATIONS.  If at any time during the 
Effectiveness Period there is not an effective Registration Statement 
covering all of the Registrable Securities and the Company shall determine to 
prepare and file with the Commission a registration statement relating to an 
offering for its own account or the account of others under the Securities 
Act of any of its equity securities, other than on Form S-4 or Form S-8 (each 
as promulgated under the Securities Act) or their then equivalents relating 
to equity securities to be issued solely in connection with any acquisition 
of any entity or business or equity securities issuable in connection with 
stock option or other employee benefit plans, then the Company shall send to 
each holder of Registrable Securities written notice of such determination 
and, if within twenty (20) days after receipt of such notice, any such holder 
shall so request in writing, the Company shall include in such registration 
statement all or any part of the Registrable Securities such holder requests 
to be registered.  No right to registration of Registrable Securities under 
this Section shall be construed to limit any registration otherwise required 
hereunder.

         (e)  AMENDMENTS AND WAIVERS.  The provisions of this Agreement, 
including the provisions of this sentence, may not be amended, modified or 
supplemented, and waivers or consents to departures from the provisions 
hereof may not be given, unless the same shall be in writing and signed by 
the Company and the Holders of at least a majority of the then outstanding 
Registrable Securities; PROVIDED, HOWEVER, that, for the purposes of this 
sentence, Registrable Securities that are owned, directly or indirectly, by 
the Company, or an Affiliate of the Company are not deemed outstanding.  
Notwithstanding the foregoing, a waiver or consent to depart from the 
provisions hereof with respect to a matter that relates exclusively to the 
rights of Holders and that does not directly or indirectly affect the rights 
of other Holders may be given by Holders of at least a majority of the 
Registrable Securities to which such waiver or consent relates; PROVIDED, 
HOWEVER, that the provisions of this sentence may not be amended, modified, 
or supplemented except in accordance with the provisions of the immediately 
preceding sentence.

                                       14
<PAGE>

         (f)  NOTICES.  Any and all notices or other communications or 
deliveries required or permitted to be provided hereunder shall be in writing 
and shall be deemed given and effective on the earliest of (i) the date of 
transmission, if such notice or communication is delivered via facsimile at 
the facsimile telephone number specified in this Section prior to 7:00 p.m. 
(New York City time) on a Business Day, (ii) the Business Day after the date 
of transmission, if such notice or communication is delivered via facsimile 
at the facsimile telephone number specified in the Purchase Agreement later 
than 7:00 p.m. (New York City time) on any date and earlier than 11:59 p.m. 
(New York City time) on such date, (iii) the Business Day following the date 
of mailing, if sent by nationally recognized overnight courier service, or 
(iv) upon actual receipt by the party to whom such notice is required to be 
given.  The address for such notices and communications shall be as follows:

         If to the Company:    Fix-Corp International, Inc.
                               3637 South Green Road, Suite 201
                               Beachwood, OH 44122
                               Facsimile No.:  (216) 292-6187
                               Attn:  Chief Financial Officer

         With copies to:       Bricker & Eckler LLP
                               100 South Third Street
                               Columbus, OH  43215
                               Facsimile No.:  (614) 227-2390
                               Attn:  Steven Kerber

         If to the Purchaser:  JNC Strategic Fund Ltd.
                               Olympia Capital (Cayman) Ltd.
                               c/o Olympia Capital (Bermuda) Ltd.
                               Williams House
                               20 Reid Street
                               Hamilton HM11
                               Bermuda
                               Facsimile No.:  (441) 295-2305
                               Attn:  Director

         With copies to:       Encore Capital Management, L.L.C.
                               12007 Sunrise Valley Drive
                               Suite 460
                               Reston, VA  20191
                               Facsimile No.:  (703) 476-7711
                               Attn:  Neil T. Chau

                                         -and-

                               Robinson Silverman Pearce Aronsohn & 
                                 Berman LLP
                               1290 Avenue of the Americas

                                       15
<PAGE>

                               New York, NY  10104
                               Facsimile No.:  (212) 541-4630
                               Attn:  Eric L. Cohen

         If to any other Person who is then the registered Holder:

                               To the address of such Holder as it appears 
                               in the stock transfer books of the Company

or such other address as may be designated in writing hereafter, in the same 
manner, by such Person.

         (g)  SUCCESSORS AND ASSIGNS.  This Agreement shall inure to the 
benefit of and be binding upon the successors and permitted assigns of each 
of the parties and shall inure to the benefit of each Holder.  The Company 
may not assign its rights or obligations hereunder without the prior written 
consent of each Holder.  The Purchaser may assign its rights hereunder in the 
manner and to the Persons as permitted under the Purchase Agreement.

         (h)  ASSIGNMENT OF REGISTRATION RIGHTS.  The rights of the Purchaser 
hereunder, including the right to have the Company register for resale 
Registrable Securities in accordance with the terms of this Agreement, shall 
be automatically assignable by the  Purchaser to any assignee or transferee 
of all or a portion of the Debentures, the Warrant and other Common Stock 
warrants referenced in the definition of Registrable Securities or 
Registrable Securities without the consent of the Company if: (i) the 
Purchaser agrees in writing with the transferee or assignee to assign such 
rights, and a copy of such agreement is furnished to the Company within a 
reasonable time after such assignment, (ii) the Company is, within a 
reasonable time after such transfer or assignment, furnished with written 
notice of (a) the name and address of such transferee or assignee, and (b) 
the securities with respect to such registration rights are being transferred 
or assigned, (iii) at or before the time the Company receives the written 
notice contemplated by clause (ii) of this Section, the transferee or 
assignee agrees in writing with the Company to be bound by all of the 
provisions of this Agreement, and (iv) such transfer shall have been made in 
accordance with the applicable requirements of the Purchase Agreement.  The 
rights to assignment shall apply to the Purchaser's (and to subsequent) 
successors and assigns.

         (i)  COUNTERPARTS.  This Agreement may be executed in any number of 
counterparts, each of which when so executed shall be deemed to be an 
original and, all of which taken together shall constitute one and the same 
Agreement. In the event that any signature is delivered by facsimile 
transmission, such signature shall create a valid binding obligation of the 
party executing (or on whose behalf such signature is executed) the same with 
the same force and effect as if such facsimile signature were the original 
thereof.

         (j)  GOVERNING LAW; SUBMISSION TO JURISDICTION.  This Agreement 
shall be governed by and construed in accordance with the laws of the State 
of New York, without regard to principles of conflicts of law.  Each party 
hereby irrevocably submits to the non-exclusive jurisdiction of any New York 
state court sitting in the Borough of Manhattan, the state and federal courts 
sitting in the City of New York or any federal court sitting in the Borough of

                                       16
<PAGE>

Manhattan in the City of New York (collectively, the "NEW YORK COURTS") in 
respect of any Proceeding arising out of or relating to this Agreement, and 
irrevocably accepts for itself and in respect of its property, generally and 
unconditionally, jurisdiction of the New York Courts.  The Company 
irrevocably waives to the fullest extent it may effectively do so under 
applicable law any objection that it may now or hereafter have to the laying 
of the venue of any such proceeding brought in any New York Court and any 
claim that any such Proceeding brought in any New York Court has been brought 
in an inconvenient forum.  Nothing herein shall affect the right of any 
Holder.  Each party hereby irrevocably waives personal service of process and 
consents to process being served in any such suit, action or proceeding by 
receiving a copy thereof sent to such party at the address in effect for 
notices to it under this Agreement and agrees that such service shall 
constitute good and sufficient service of process and notice thereof.  
Nothing contained herein shall be deemed to limit in any way any right to 
serve process in any manner permitted by law.

         (k)  CUMULATIVE REMEDIES.  The remedies provided herein are 
cumulative and not exclusive of any remedies provided by law.

         (l)  SEVERABILITY. If any term, provision, covenant or restriction 
of this Agreement is held by a court of competent jurisdiction to be invalid, 
illegal, void or unenforceable, the remainder of the terms, provisions, 
covenants and restrictions set forth herein shall remain in full force and 
effect and shall in no way be affected, impaired or invalidated, and the 
parties hereto shall use their reasonable efforts to find and employ an 
alternative means to achieve the same or substantially the same result as 
that contemplated by such term, provision, covenant or restriction.  It is 
hereby stipulated and declared to be the intention of the parties that they 
would have executed the remaining terms, provisions, covenants and 
restrictions without including any of such that may be hereafter declared 
invalid, illegal, void or unenforceable.

         (m)  HEADINGS.  The headings in this Agreement are for convenience 
of reference only and shall not limit or otherwise affect the meaning hereof.

         (n)  SHARES HELD BY THE COMPANY AND ITS AFFILIATES.  Whenever the 
consent or approval of Holders of a specified percentage of Registrable 
Securities is required hereunder, Registrable Securities held by the Company 
or its Affiliates (other than the Purchaser or transferees or successors or 
assigns thereof if such Persons are deemed to be Affiliates solely by reason 
of their holdings of such Registrable Securities) shall not be counted in 
determining whether such consent or approval was given by the Holders of such 
required percentage.


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                           [SIGNATURE PAGE FOLLOWS]





                                       17
<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Registration Rights 
Agreement as of the date first written above.


                                       FIX-CORP INTERNATIONAL, INC.



                                         By: /s/ Mark Fixler
                                             -----------------------------------
                                             Name: Mark Fixler
                                             Title: President/CEO


                                       JNC STRATEGIC FUND LTD.


                                         By: /s/ Thomas H. Davis
                                             -----------------------------------
                                             Name: Thomas H. Davis
                                             Title: Director




                                       18